SEC Filings

uncertificated
securities. If registered in our share register, a shareholder may at any time request from us a written confirmation in respect
of the shares. Shareholders are not entitled, however, to request the printing and delivery of certificates.

Participation certificates and profit
sharing certificates

The Company has not issued any non-voting
equity securities, such as participation certificates (Partizipationsscheine) or profit sharing certificates (Genussscheine),
nor has it issued any preference shares (Vorzugsaktien).

General Meeting of Shareholders

Ordinary/extraordinary meetings and powers

The general meeting of shareholders is
our supreme corporate body. Under Swiss law, ordinary and extraordinary general meetings of shareholders may be held. Under Swiss
law, an ordinary general meeting of shareholders must be held annually within six months after the end of a corporation’s
financial year. In our case, this means on or before June 30.

The following powers are vested exclusively
in the general meeting of shareholders:

·

adopting and amending our articles of association;

·

electing the members of the board of directors, the chairman of the board of directors, the members of the compensation committee,
the auditors and the independent proxy;

·

approving the annual report, the annual statutory financial statements and the consolidated financial statements, and deciding
on the allocation of profits as shown on the balance sheet, in particular with regard to dividends and bonus payments to members
of the board of directors;

·

approving the compensation of members of the board of directors and executive management, which under Swiss law is not necessarily
limited to the executive officers;

·

discharging the members of the board of directors and executive management from liability with respect to their tenure in the
previous financial year;

·

dissolving the Company with or without liquidation;

·

deciding matters reserved to the general meeting of shareholders by law or our articles of association or that are presented
to it by the board of directors.

An extraordinary general meeting of shareholders
may be called by a resolution of the board of directors or, under certain circumstances, by the Company’s auditor, liquidator
or the representatives of convertible bond holders, if any. In addition, the board of directors is required to convene an extraordinary
general meeting of shareholders if shareholders representing at least ten percent of the share capital request such general meeting
of shareholders in writing. Such request must set forth the items to be discussed and the proposals to be acted upon. The board
of directors must convene an extraordinary general meeting of shareholders and propose financial restructuring measures if, based
on the Company’s stand-alone annual statutory balance sheet, half of our share capital and reserves are not covered by our
assets.

Voting and Quorum Requirements

Shareholder resolutions and elections (including
elections of members of the board of directors) require the affirmative vote of the absolute majority of shares represented at
the general meeting of shareholders, unless otherwise stipulated by law.

A resolution of the general meeting of
the shareholders passed by two-thirds of the shares represented at the meeting, and the absolute majority of the nominal value
of the shares represented is required for: